TRANCHE B-12 TERM LOAN
JOINDER AGREEMENT NO. 9
JOINDER AGREEMENT NO. 9, dated as of October 8, 2019 (this Agreement), by and among Bank of America, N.A. (the Tranche B-12 Funding Loan Lender), each Tranche B-12 Converting Loan Lender (as defined below), HCA INC., a Delaware corporation (the Borrower) and BANK OF AMERICA, N.A., as Administrative Agent and as Collateral Agent.
WHEREAS, reference is hereby made to the Credit Agreement, dated as of November 17, 2006, as amended and restated as of May 4, 2011, as further amended and restated as of February 26, 2014, as further supplemented as of June 10, 2015, March 18, 2016, August 15, 2016, February 15, 2017 and March 20, 2017 and as further amended and restated as of June 28, 2017 and as further supplemented as of March 13, 2018 and July 16, 2019 (as further amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), among the Borrower, the Lenders party thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer and the other parties named therein (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);
WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may establish New Term Loan Commitments by, among other things, entering into one or more Joinder Agreements with New Term Loan Lenders;
WHEREAS, the Borrower desires to establish a Series of New Term Loans in an aggregate initial principal amount equal to $1,477,500,000 pursuant to this Agreement which shall be titled the Tranche B-12 Term Loans;
WHEREAS, the Tranche B-12 Term Loans constitute Ratio First Lien Indebtedness under the Credit Agreement; and
WHEREAS, BofA Securities, Inc., Barclays Bank PLC, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC are acting as joint lead arrangers and joint bookrunners for the Tranche B-12 Term Loans.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
The Tranche B-12 Funding Loan Lender hereby agrees to commit to provide its New Term Loan Commitment with respect to the Tranche B-12 Term Loans (its Tranche B-12 Term Loan Commitment), as set forth on Schedule A annexed hereto, on the terms and subject